**Exhibit 10.1**

** **

**EMPLOYMENT AGREEMENT**

 

This Employment Agreement, effective as of the 16th day ofSeptember, 2003 (the “Effective Date”), is made by and between RadViewSoftware, Inc., a New Jersey corporation (“RadView”) and Christopher Dineen(“Employee”).

 

WHEREAS RadView is a wholly owned subsidiary of RadView Software Ltd.,an Israeli corporation (“Parent”);

 

WHEREAS Employee and RadView have entered into an agreement whichincludes among other things, a covenant not to compete with RadView by theEmployee, a non-solicitation agreement and an assignment of inventionsagreement; and

 

WHEREAS Employee and RadView desire to set forth additional terms ofEmployee’s employment;

 

NOW, THEREFORE, the parties hereto agree as follows:

 

**1.   Definitions.**

 

For purposes of this Agreement:

 

a.               “Accrued Obligations” shall mean allamounts of Annual Compensation due and owing, reimbursements properly submittedfor expenses incurred prior to the termination date and any accrued but unusedvacation owed to the Employee as of the termination date.

 

b.              “Cause” shall mean any act of or omissionby Employee in the conduct of Employee’s duties and responsibilities thatconstitutes gross negligence or willful misconduct, or any act of or omissionby Employee that involves dishonesty or criminal conduct.  In the event the Board of Directors ofRadView (the “Board”) determines it has reason to terminate Employee’semployment for Cause, it shall give written notice to Employee stating the specificgrounds constituting Cause.  In the eventthat the Cause alleged constitutes any act or omission in the conduct ofEmployee’s duties and responsibilities which constitutes gross negligence orwillful misconduct, Employee shall have an opportunity within five (5) daysafter receiving such notice to meet with the Board to discuss such allegationsof Cause.

 

c.               “Change of Control”shall mean:  (i) any sale, lease,exchange or other transfer (in one transaction or a series of transactions) ofall or substantially all of the assets of RadView or Parent; (ii) individualswho, as of the date hereof, constitute the entire Board of Directors of RadViewor of Parent (the “Incumbent Directors”) cease for any reason to constitute atleast a majority of the Board of Directors of such company, provided that anyindividual becoming a director subsequent to the date hereof whose election wasapproved by a vote of at least a majority of the then Incumbent Directors shallbe, for the purposes of this provision, considered as though such individualwere an Incumbent Director; (iii) any consolidation or merger of RadView orParent with any other entity where the shareholders of RadView or Parentimmediately prior to the consolidation or merger, would not, immediately afterthe consolidation or merger, beneficially own, directly or indirectly, sharesrepresenting fifty percent (50%) of the combined voting power of all of theoutstanding securities of the entity issuing cash or securities in theconsolidation or merger (or its ultimate parent corporation, if any); (iv) athird person, including a “person” as defined in Section 13(d)(3) of theExchange Act, becomes the beneficial owner (as defined in Rule 13d-3under the Exchange Act) directly or indirectly, of securities of RadView or ofParent representing fifty percent (50%) or more of the total number of votesthat may be cast for the election of the directors of RadView; or (vi) theBoard of Directors of RadView or Parent, by vote of a majority of all theDirectors, adopts a resolution to the effect that a “Change-in-Control” hasoccurred for purposes of this Agreement.

 

d.              “Good Reason” means that (i) Employee’scompensation has been materially reduced (and such reduction is not part of anoverall reduction in compensation affecting other Employees of RadView), (ii)Employee’s position, duties or responsibilities have been materially reduced,(iii) the Employee’s primary place of employment is

 

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moved to a location greater than sixty (60) miles away from its thencurrent location, or (iv) RadView has not paid to Employee when due anyundisputed compensation, including salary or bonus, and in all such cases(i-iv) the condition continues beyond 15 business days from the date RadView’sBoard is notified in writing of its existence. Notwithstanding anything contained herein to the contrary, a materialreduction in Employee’s position, duties or responsibilities shall be deemed tohave occurred if, for example and without in anyway limiting the foregoing, aChange of Control resulting in RadView or Parent becoming a subsidiary ofanother entity occurs and Employee’s position, duties or responsibilities arenot otherwise reduced (unless Employee is also awarded identical or superiorposition, duties and responsibilities with any such parent entity).

 

**2.  Change of Control.**

 

Upon a Change of Control, 50% of all unvestedstock options and/or restricted shares held by Employee shall immediately vest.

 

**3. Termination of Employment Subsequent to a Change of Control.**

 

a.               If, within 12 months of a Change ofControl (i) Employee terminates his employment with Good Reason or (ii)Employee’s employment is terminated without Cause, then, in either case,Employee will receive on his termination date the Accrued Obligations andseverance pay equal to six (6) months of his annual base salary then in effectpayable in equal installments (minus applicable withholdings) over asix-(6)-month period following such termination;

 

b.              Employee shallcontinue to receive the same health benefits as he was receiving prior to suchtermination for six (6) months following such termination; and

 

c.               All remainingunvested stock options and/or restricted shares shall immediately vest.

 

**4. Termination of Employment Absent a Change of Control.**

 

a.               If, absent a Change of Control withinthe preceding twelve (12) months, (i) Employee terminates his employment withGood Reason or (ii) Employee’s employment is terminated without Cause, then, ineither case, Employee will receive (i) on his termination date the AccruedObligations and (ii) severance pay equal to three (3) months of his annual basesalary then in effect payable in equal monthly installments (minus applicablewithholdings) following such termination;

 

b.              Employee shallcontinue to receive the same health benefits as he was receiving prior to suchtermination for three (3) months following such termination.

 

**5.****              GoverningLaw; Arbitration; Injunctive and Other Relief**

 

This Agreement shall be governed by and construed and enforced inaccordance with the laws of the Commonwealth of Massachusetts applicable toagreements made and to be performed entirely in Massachusetts (without regardto its conflict of laws statutes).  Eachparty hereby irrevocably consents to the exclusive jurisdiction of the federaland state courts located in Massachusetts with respect to any actions that mayarise in connection with this Agreement and are not required by this Section 5to be arbitrated.  Except as provided inthis Section 5, any controversy or claim arising out of or relating to thisAgreement, or the breach thereof, shall be settled by arbitration administeredby the American Arbitration Association in accordance with its CommercialArbitration Rules, and judgment on the award rendered by the arbitrators may beentered in any court having jurisdiction thereof.

 

Each of the parties to this Agreement acknowledges that a breach ofthis Agreement may cause the other party irreparable harm that may not beadequately compensated by money damages. Therefore, in the event of a breach or threatened breach by a party,injunctive or other equitable relief will be available to the other party, andany arbitrator acting pursuant to this Agreement shall have the authority toprovide such injunctive or other equitable relief.  Remedies provided herein are not exclusive.

 

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The arbitrator shall have the authority to award such remedies orrelief that a court of the Commonwealth of Massachusetts could order or grantin an action governed by Massachusetts law, including, without limitation,specific performance of any obligation created under this Agreement, theissuance of an injunction, or the imposition of sanctions for abuse orfrustration of the arbitration process. The arbitration proceedings shall be conducted in Boston, Massachusetts.

 

Notwithstanding the foregoing, any party may bring and pursue an actionin any federal or state court located in Massachusetts seeking provisionalrelief, including a temporary restraining order or preliminary injunction,pending an arbitration proceeding.  Anyprovisional relief obtained shall be discontinued once the arbitrator hasassumed jurisdiction and ordered such discontinuance.

 

**6.****              Miscellaneous**

 

a.               Survival.  Notwithstanding anything in this Agreementto the contrary, Section 5 shall survive any termination of this Agreement.

 

b.              Successors and Assigns. Theprovisions hereof shall inure to the benefit of, and be binding upon, thesuccessors, assigns, heirs, executors and administrators of the parties hereto.

 

c.               Entire Agreement; Amendment.  This Agreement constitutes the full andentire understanding and agreement between the parties with regard to thesubjects hereto and thereof.  None ofthis Agreement or any term hereof may be amended, waived, discharged orterminated, except by a written instrument signed by both of the partieshereto.

 

d.              Notices, etc.  All notices and other communicationsrequired or permitted hereunder shall be in writing and shall be mailed bycertified or registered mail, postage prepaid, delivered either by hand or bymessenger, or transmitted by electronic telecopy (fax) addressed:

 
| If to RadView:      |
|---------------------|
|                | Ilan Kinreich |
|                | RadView Software, Inc. |
|                | 7 New England Executive Park |
|                | Burlington, MA  01803 |
|                |   |
| If to Employee, at: |
|                | Christopher Dineen |

 

or at such other address as any party shall have furnished to theothers in writing.  All such notices andother written communications shall be effective (i) if mailed, seven (7) daysafter mailing (if mailed from outside the United States, such mailing must beby airmail and said seven (7) days shall be fourteen (14) days),  (ii) if delivered, upon delivery, or  (iii) if faxed, one (1) business day aftertransmission and acknowledgement of receipt by telephone or fax.

 

e.               Delays or Omissions.  No delay or omission to exercise any right,power or remedy accruing to either party hereto upon any breach or default ofthe other party under this Agreement shall impair any such right, power orremedy of such party nor shall it be construed to be a waiver of any suchbreach or default, or an acquiescence therein, or any similar breach or defaultthereafter occurring.  No waiver of anysingle breach or default shall be deemed a waiver of any other breach ordefault theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on thepart of any party hereto of any breach or default under this Agreement or anywaiver on the part of any party hereto of any provisions or conditions of thisAgreement must be made in writing and shall be effective only to the extentspecifically set forth in such writing. All remedies, either under this Agreement or by law or otherwiseafforded to any party, shall be cumulative and not alternative.

 

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f.                 Separability.  In case any provision of this Agreementshall be invalid, illegal or unenforceable, the validity, legality andenforceability of the remaining provisions shall not in any way be affected orimpaired thereby.

 

g.              Prior Agreements.  In the event of conflict between the termsof this Employment Agreement and any prior written or oral agreements relatedto Employee’s employment with RadView, the terms of this Employment Agreementshall prevail.

 

IN WITNESS WHEREOF, each of the parties has executed this Agreement asof the Effective Date.

 
| Employee:                |   | RADVIEW SOFTWARE, INC.        |                    |
|--------------------------|--------|-------------------------------|-------------------------|
|                     |   |                          |                    |
| /s/ CHRISTOPHER DINEEN   |   |                          | /s/  ILAN KINREICH |   |
| Name: Christopher Dineen |   | By:  Ilan Kinreich       |                    |
|                     |   | Name: Chief Executive Officer |                    |
|                          |        |                               |                         |  |

 

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